<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 2 ) *
TSI INTERNATIONAL SOFTWARE LTD
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(Name of Issuer)
COMMON STOCK
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(Title of Class of Securities)
872879101
-------------------------------
(CUSIP Number)
Alberto W. Vilar, Amerindo Investment Advisors Inc.,
One Embarcadero Center, Suite 2300,
San Francisco, CA 94111-3162; Telephone: (415) 362-0292
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(Name, Address and Telephone Number of Persons
Authorized to Receive Notices and Communications)
November 14, 1997
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(Date of Event which Requires Filing this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D/A, and is filing this
schedule because of Rule 13D-1(b)(3) or (4), check the following space .
---
Check the following space if a fee is being paid with the statement . (A
---
fee is not required only if the reporting person: (1) has a previous statement
on file reporting beneficial ownership of more than five percent of the class
of securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13D-7.)
NOTE: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13D-1(a) for other parties to whom copies are to
be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
(Continued on following page(s))
<PAGE>CUSIP
No. 872879101 13D/A
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1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
AMERINDO INVESTMENT ADVISORS INC., a California corporation, AMERINDO
INVESTMENT ADVISORS, INC., a Panama corporation, the AMERINDO INVESTMENT
ADVISORS INC. PROFIT SHARING TRUST, ALBERTO W. VILAR AND GARY A. TANAKA,
who disaffirm the existence of any group and who are sometimes
collectively referred to as the "Reporting Persons."
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2 Check the Appropriate Box if a Member of a Group* (a) [ ]
(b) [ ]
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3 SEC Use Only
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4 Source of Funds*
00
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5 Check Box if Disclosure of Legal Proceedings is Required [ ]
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6 Citizenship or Place of Organization
See Item 6 of separate cover pages for Reporting Persons
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7 Sole Voting Power
Number of 10,000 shares in the aggregate for all Reporting Persons and
Shares as to all but a portion of which beneficial ownership is
Beneficially disclaimed
Owned By
Each -----------------------------------------------------------------
Reporting
Person 8 Shared Voting Power
With
938,100 shares in the aggregate for all Reporting Persons
and as to all of which beneficial ownership is disclaimed
-----------------------------------------------------------------
9 Sole Dispositive Power
10,000 shares in the aggregate for all Reporting Persons and
as to all but a portion of which beneficial ownership is
disclaimed
-----------------------------------------------------------------
10 Shared Dispositive Power
938,100 shares in the aggregate for all Reporting Persons
and as to all of which beneficial ownership is disclaimed
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11 Aggregate Amount Beneficially Owned By Each Reporting Person
948,100 shares in the aggregate for all Reporting Persons and as to
all but up to 10,000 of which beneficial ownership is disclaimed
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12 Check Box if the Aggregate Amount in Row (11) excludes Certain
Shares* [X]
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13 Percent of Class Represented by Amount in Row (11) 10.47%
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14 Type of Reporting Person* IA, EP, IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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<PAGE>
CUSIP
No. 872879101 13D/A
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1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
AMERINDO INVESTMENT ADVISORS INC.
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2 Check the Appropriate Box if a Member of a Group* (a) [ ]
(b) [ ]
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3 SEC Use Only
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4 Source of Funds*
00
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5 Check Box if Disclosure of Legal Proceedings is Required [ ]
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6 Citizenship or Place of Organization
California
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7 Sole Voting Power
Number of None
Shares
Beneficially -----------------------------------------------------------------
Owned By
Each 8 Shared Voting Power
Reporting
Person 661,100 shares, as to all of which beneficial ownership
With is disclaimed
-----------------------------------------------------------------
9 Sole Dispositive Power
None
-----------------------------------------------------------------
10 Shared Dispositive Power
661,100 shares, as to all of which beneficial ownership
is disclaimed
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11 Aggregate Amount Beneficially Owned By Each Reporting Person
661,100 shares, as to all of which beneficial ownership is disclaimed
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12 Check Box if the Aggregate Amount in Row (11) excludes Certain
Shares* [X]
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13 Percent of Class Represented by Amount in Row (11) 7.30%
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14 Type of Reporting Person* IA
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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<PAGE>
CUSIP
No. 872879101 13D/A
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1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
AMERINDO INVESTMENT ADVISORS, INC.
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2 Check the Appropriate Box if a Member of a Group* (a) [ ]
(b) [ ]
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3 SEC Use Only
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4 Source of Funds*
00
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5 Check Box if Disclosure of Legal Proceedings is Required [ ]
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6 Citizenship or Place of Organization
Panama
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7 Sole Voting Power
Number of None
Shares
Beneficially ----------------------------------------------------------------
Owned By
Each 8 Shared Voting Power
Reporting
Person 277,000 shares, as to all of which beneficial ownership
With is disclaimed
----------------------------------------------------------------
9 Sole Dispositive Power
None
----------------------------------------------------------------
10 Shared Dispositive Power
277,000 shares, as to all of which beneficial ownership
disclaimed
- --------------------------------------------------------------------------------
11 Aggregate Amount Beneficially Owned By Each Reporting Person
277,000 shares, as to all of which beneficial ownership disclaimed
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12 Check Box if the Aggregate Amount in Row (11) excludes Certain
Shares* [X]
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13 Percent of Class Represented by Amount in Row (11) 3.06%
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14 Type of Reporting Person* IA
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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<PAGE>
CUSIP
No. 872879101 13D/A
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1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
AMERINDO INVESTMENT ADVISORS INC. PROFIT SHARING TRUST
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2 Check the Appropriate Box if a Member of a Group* (a) [ ]
(b) [ ]
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3 SEC Use Only
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4 Source of Funds*
00
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5 Check Box if Disclosure of Legal Proceedings is Required [ ]
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6 Citizenship or Place of Organization
Florida
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7 Sole Voting Power
Number of 10,000 shares, as to all of which beneficial ownership
Shares is disclaimed
Beneficially
Owned By ----------------------------------------------------------------
Each
Reporting 8 Shared Voting Power
Person
With None
----------------------------------------------------------------
9 Sole Dispositive Power
10,000 shares, as to all of which beneficial ownership
is disclaimed
----------------------------------------------------------------
10 Shared Dispositive Power
None
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11 Aggregate Amount Beneficially Owned By Each Reporting Person
10,000 shares, as to all of which beneficial ownership is disclaimed
- --------------------------------------------------------------------------------
12 Check Box if the Aggregate Amount in Row (11) excludes Certain
Shares* [X]
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13 Percent of Class Represented by Amount in Row (11) 0.11%
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14 Type of Reporting Person* EP
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
- 5 of 14 -
<PAGE>
CUSIP
No. 872879101 13D/A
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1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
ALBERTO W. VILAR
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2 Check the Appropriate Box if a Member of a Group* (a) [ ]
(b) [ ]
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3 SEC Use Only
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4 Source of Funds*
00
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5 Check Box if Disclosure of Legal Proceedings is Required [ ]
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6 Citizenship or Place of Organization
United States
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7 Sole Voting Power
Number of 10,000 shares, as to only a portion of which beneficial
Shares ownership is affirmed
Beneficially
Owned By ----------------------------------------------------------------
Each
Reporting 8 938,100 shares, as to all of which beneficial ownership
Person is disclaimed
With
----------------------------------------------------------------
9 Sole Dispositive Power
10,000 shares, as to only a portion of which beneficial
ownership is affirmed
----------------------------------------------------------------
10 Shared Dispositive Power
938,100 shares, as to all of which beneficial ownership
is disclaimed
- --------------------------------------------------------------------------------
11 Aggregate Amount Beneficially Owned By Each Reporting Person
948,100 shares, as to all but a portion of which beneficial ownership
is disclaimed
- --------------------------------------------------------------------------------
12 Check Box if the Aggregate Amount in Row (11) excludes Certain
Shares* [X]
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13 Percent of Class Represented by Amount in Row (11) 10.47%
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14 Type of Reporting Person* IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
- 6 of 14 -
<PAGE>
CUSIP
No. 872879101 13D/A
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1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
GARY A. TANAKA
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2 Check the Appropriate Box if a Member of a Group* (a) [ ]
(b) [ ]
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3 SEC Use Only
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4 Source of Funds*
00
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5 Check Box if Disclosure of Legal Proceedings is Required [ ]
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6 Citizenship or Place of Organization
United States
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7 Sole Voting Power
Number of None
Shares
Beneficially
Owned By ----------------------------------------------------------------
Each 8 Shared Voting Power
Reporting
Person 938,100 shares, as to all of which beneficial ownership
With is disclaimed
----------------------------------------------------------------
9 Sole Dispositive Power
None
----------------------------------------------------------------
10 Shared Dispositive Power
938,100 shares, as to all of which beneficial ownership
is disclaimed
- --------------------------------------------------------------------------------
11 Aggregate Amount Beneficially Owned By Each Reporting Person
938,100 shares, as to all of which beneficial ownership disclaimed
- --------------------------------------------------------------------------------
12 Check Box if the Aggregate Amount in Row (11) excludes Certain
Shares* [X]
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13 Percent of Class Represented by Amount in Row (11) 10.36%
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14 Type of Reporting Person* IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
- 7 of 14 -
<PAGE>
CUSIP
No. 872879101 13D/A
ITEM 1. Security and Issuer.
- ------- -------------------
The class of equity securities to which this statement relates is the
Common Stock of TSI International Software LTD ("the Issuer"), whose principal
executive offices are located at 45 Danbury Road, Wilton, CT 06807.
ITEM 2. Identity and Background.
- ------ -----------------------
This statement is being filed by Amerindo Investment Advisors Inc.,
a California corporation whose principal executive offices are located at
One Embarcadero Center, Suite 2300, San Francisco, California, 94111
("Amerindo"), Amerindo Investment Advisors, Inc., a Panama corporation, whose
principal executive offices are located at Edificio Sucre, Calle 48 Este, Bella
Vista, Apartado 6277, Panama 5, Panama ("Amerindo Panama"), the Amerindo
Investment Advisors Inc. Profit Sharing Trust, the address of which is Gables
International Plaza, 2655 Le Jeune Road, Suite 524, Coral Gables, FL 33134
(the "Plan"), and Alberto W. Vilar and Gary A. Tanaka. Although this statement
is being made jointly by Amerindo, Amerindo Panama, the Plan and Messrs. Vilar
and Tanaka, each of them expressly disaffirms membership in any group under
Rule 13D-5 under the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), or otherwise.
Amerindo is registered as an investment advisor under the Investment
Advisors Act of 1940, as amended. Messrs. Alberto W. Vilar and Gary A. Tanaka,
whose business addresses are the same as those set forth for Amerindo and each
of whom is a U.S. citizen, are the only directors and executive officers of
Amerindo Panama. They are also the only directors and executive officers of
Amerindo, other than Mr. James H. Furey, Chief Operating Officer, and
Mr. Joaquin Garcia-Larrieu, Chief Financial Officer. Mr. Furey and Mr. Garcia's
business addresses are at Amerindo's offices at 399 Park Avenue, New York, New
York 10022. Amerindo, Amerindo Panama, the Plan and Messrs. Vilar and Tanaka
are sometimes hereinafter collectively referred to as the "Reporting Persons."
Messrs. Vilar, Tanaka, Furey and Garcia are sometimes hereinafter collectively
referred to as the "Other Named Individuals."
During the last five Quarters, none of the Reporting Persons or Other
Named Individuals has been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors), nor has any such individual or entity
been a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction as a result of which proceeding such individual or
entity was or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to,
Federal or state securities laws or finding any violation with respect to
such laws.
ITEM 3. Source and Amounts of Funds or Other Consideration.
- ------- --------------------------------------------------
All purchases of the subject securities by the Reporting Persons
have been in the ordinary course of the respective businesses of Amerindo
and Amerindo Panama (collectively, the "Advisor Entities") as investment
advisors. Accordingly, the funds used to purchase the subject securities
have been client funds pertaining to accounts under management, except that
the shares owned by the Plan were purchased with Plan assets. Purchases of
the Issuer's securities by the Named Individuals would all be and have all
been made with their personal funds, except that margin credit may also be,
and may have been, employed.
- 8 of 14 -
<PAGE>
ITEM 4. Purpose of Transaction.
- ------- ----------------------
All of the subject securities have been purchased by the Advisor
Entities in the ordinary course of their respective businesses as
investment advisors (or, in the case of securities held by the Plan, in the
ordinary course of investing for the Plan), and not with the purpose of
effecting change or influencing the control of the issuer or in
connection with or as a participant in any transaction having such purpose
or effect, including any transaction subject to Rule 13D-3(b) under the
Exchange Act. Additionally, because each of the Advisor Entities is
obligated to act in the best interests of its respective clients and in
accordance with the respective mandates of those clients, there is no
agreement between or among any of the Reporting Persons to act together
with respect to the Issuer or its securities, except that they may, from
time to time and provided that transactions are otherwise being effected at
the same time, aggregate orders for client accounts in order to receive
more favorable trading terms. Any of the subject securities acquired or
which might in the future be acquired by any of the Named Individuals have
been and would be acquired for investment and not with the purpose of
effecting change or influencing the control of the issuer or in connection
with or as a participant in any transaction having such purpose or effect,
including any transaction subject to Rule 13D-3(b) under the Exchange Act.
ITEM 5. Interests in Securities of Issuer.
- ------- ---------------------------------
(a) See Exhibit "A" attached hereto for information setting forth for
each of the Reporting Persons and for each Named Individual the aggregate number
of shares of the Common Stock of Issuer beneficially owned by such person as of
November 14, 1997, and the percentage which such shares constitute of the total
number of shares outstanding, as reflected on Issuer's Form 10Q for the Quarter
Ending September 30, 1997, unless information has been obtained as of a later
date directly from the Issuer (with beneficial ownership determined as set forth
in Rule 13D-3 under the Exchange Act, but disclaimed except as set forth in the
Exhibit).
(b) Messrs. Vilar and Tanaka share voting and dispositive power
over all shares shown as owned by any of the Reporting Persons, except that Mr.
Vilar has sole voting and dispositive power over the 10,000 shares held by the
Plan; however, each client of the Advisor Entities has the unilateral right to
terminate the advisory arrangement with the Entity in question on notice which
typically need not exceed 30 days. Each of the Other Named Individuals has
sole voting and dispositive power as to the shares shown in Exhibit "A" as
owned by him.
(c) The table contained in Exhibit "B" attached hereto sets forth for
each of the Reporting Persons and Named Individuals information concerning all
acquisitions and dispositions of Issuer's Common Stock by any such person
during the period beginning on October 27, 1997, and ending on November 14,
1997, including (i) the date of the transaction (ii) whether the transaction
was a purchase or sale, (iii) the number of shares involved, and (iv) the price
per share at which the transaction was effected. All transactions were
effected on the open market.
(d) The shares covered by this statement are all owned by clients
of the Advisor Entities and/or the Plan. No such person's interest in the
securities included in this statement exceeds 5% of the class outstanding.
(e) Inapplicable
- 9 of 14 -
<PAGE>
ITEM 6. Contracts, Arrangements, Understandings or
- ------ Relationships with Respect to Securities
of the Issuer.
------------------------------------------
Messrs. Vilar and Tanaka are the sole shareholders and directors
of each of the Advisor Entities. As stated above, clients of those
Entities generally have the right to terminate their investment advisory
arrangements with those Entities on notice of 30 days or less.
ITEM 7. Material to be Filed as Exhibits.
- ------ --------------------------------
Inapplicable.
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<PAGE>
SIGNATURES
----------
After reasonable inquiry and to the best of our knowledge and belief, we
certify that the information set forth in this statement is true, complete
and correct.
AMERINDO INVESTMENT ADVISORS INC.,
a California corporation
By: /s/ Alberto W. Vilar
--------------------------------------
ALBERTO W. VILAR, PRESIDENT
AMERINDO INVESTMENT ADVISORS, INC.,
a Panama corporation
By: /s/ Alberto W. Vilar
--------------------------------------
ALBERTO W. VILAR, DIRECTOR
AMERINDO INVESTMENT ADVISORS INC.,
PROFIT SHARING TRUST
By: /s/ Alberto W. Vilar
--------------------------------------
ALBERTO W. VILAR, TRUSTEE
/s/ Alberto W. Vilar
--------------------------------------
ALBERTO W. VILAR
/s/ Gary A. Tanaka
--------------------------------------
GARY A. TANAKA
- 11 of 14 -
<PAGE>
EXHIBIT A
TSI INTERNATIONAL SOFTWARE LTD
COMMON STOCK
872879101
The following table sets forth for each of the Reporting Persons and
for each Other Named Individual the aggregate number of shares of the Common
Stock of the Issuer beneficially owned by such person as of November 14, 1997,
and the percentage which such shares constitute of the total number of
shares outstanding, as reflected on the Issuer's Form 10Q for the Quarter
Ending September 30, 1997, unless based on more recent information obtained
directly from the Issuer (with beneficial ownership determined as set forth
in Rule 13D-3 under the Exchange Act, but disclaimed as set forth in the
footnote):
NAME NO. OF SHARES (1) PERCENT OF CLASS
---- ------------- ----------------
Amerindo 661,100 7.30%
Amerindo Panama 277,000 3.06%
Plan 10,000 0.11%
Alberto W. Vilar 948,100 10.47%
Gary A. Tanaka 938,100 10.36%
James H. Furey 0 0.00%
Joaquin Garcia 0 0.00%
_____________________________________
(1) Messrs. Vilar and Tanaka, as the sole directors and shareholders of
each of the Advisor Entities, share voting and investment power as to all
shares shown as owned by the Advisor Entities, but they and the Advisor
Entities disclaim ownership of any of such shares. As sole trustee of the
Plan, Mr. Vilar exercises sole investment and dispositive power as to the
shares shown as owned by the Plan, but disclaims beneficial ownership of
any of such shares except insofar as concerns his indirect interest therein
by reason of his pro rata interest in the Plan. The number of shares shown
as owned by the Other Named Individuals does not include any owned
indirectly by them as participants in the Plan. Each client of the Advisor
Entities has the unilateral right to terminate the advisory arrangement
with the Entity in question on notice which typically need not exceed 30
days.
- 12 of 14 -
<PAGE>
EXHIBIT B
TSI INTERNATIONAL SOFTWARE LTD
COMMON STOCK
872879101
The following table sets forth for each of the Reporting Persons and Other
Named Individuals information concerning all acquisitions and dispositions
of the Issuer's Common Stock by any such person during the period beginning
on October 27, 1997, and ending on November 14, 1997, including (i) the
date of the transaction (ii) whether the transaction was a purchase or
sale, (iii) the number of shares involved, and (iv) the price per share at
which the transaction was effected. All transactions were effected on the
open market.
Type of Number Price
Name Date Transaction of Shares per Share
- ---- ---- ----------- --------- ---------
Amerindo 10-27-97 Buy 5,000 12.00
Amerindo 10-28-97 Buy 55,000 11.25
Amerindo 11-13-97 Buy 62,500 10.00
Plan 11-13-97 Buy 10,000 10.00
- 13 of 14 -
<PAGE>
EXHIBIT C
TSI INTERNATIONAL SOFTWARE LTD
COMMON STOCK
872879101
We hereby agree that the within Statement on Schedule 13D/A regarding our
beneficial ownership of Common Stock is filed on behalf of each of us.
AMERINDO INVESTMENT ADVISORS INC.,
a California corporation
By: /s/ Alberto W. Vilar
--------------------------------------
ALBERTO W. VILAR, PRESIDENT
AMERINDO INVESTMENT ADVISORS, INC.,
a Panama corporation
By: /s/ Alberto W. Vilar
--------------------------------------
ALBERTO W. VILAR, DIRECTOR
AMERINDO INVESTMENT ADVISORS INC.,
PROFIT SHARING TRUST
By: /s/ Alberto W. Vilar
--------------------------------------
ALBERTO W. VILAR, TRUSTEE
/s/ Alberto W. Vilar
--------------------------------------
ALBERTO W. VILAR
/s/ Gary A. Tanaka
--------------------------------------
GARY A. TANAKA
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